FOR PUBLICATION MINUTE OF BRIEFING MEETING OF THE SCOTTISH RUGBY COUNCIL HELD BY MICROSOFT TEAMS AT 5.30PM ON MONDAY 7 JUNE 2021 Present: Ian Barr (IB) President Colin Rigby (CR) Vice-President Alistair Forsyth (AB) Borders Representative Bobby Frazer (BF) National 3 Representative Bob Richmond (BR) North Regional Representative Eric Hugh (EH) National 2 Representative Gavin Hastings (GH) Co-opted Representative (British and Irish Lions) Gerry Tosh (GTo) National 1 Representative Gordon Thomson (GT) Premiership Representative Hazel Swankie (HS) Midlands Representative Ian Rankin (IR) Co-opted Representative (Pro14) Jim O’Neil (JON) Glasgow South Regional Representative John Halliday (JH) Co-opted Representative (Rugby Europe) Jonathan Anderson (JA) Schools Representative Kenneth Knott (KK) Referees Representative Malcolm Offord (MO) Scottish Exiles Representative Murdo Gillanders (MG) Edinburgh Regional Representative Rosy Hume (RHu) Women’s Representative Willie Gardner (WG) Glasgow North Regional Representative In Attendance: [NAME REDACTED] (XX) Senior Solicitor & Council Secretary John Jeffrey (JJ) Chairman of the Board Mark Dodson (MD) Chief Executive Robert Howat (RHt) General Counsel & Company Secretary 1. Introduction ACTION The President noted a quorum was present and opened the Meeting at 6pm. No apologies were received. 2. 2021 AGM Motions The President welcomed the Chairman, Chief Executive and General Counsel & Company Secretary to the Meeting. The President thanked the Council Members for making time available at short notice to consider the motions that had been received and the Council’s position on each motion for the 2021 AGM. Copies of each motion had been circulated to the Council ahead of the Meeting, along with a paper from the Chief Executive and Chairman setting out the position of the Board on each motion. All papers were taken as read. Council Minute – 7 June 2021 FOR PUBLICATION It was noted the Council would then discuss whether it supported, opposed or held a neutral stance on the motions in their current form, and whether it wished to put forward any amendments to any of the motions. It was noted that the President and Vice- President had not been made aware of the motions in advance of their submission by clubs. The Chairman noted that the motion being proposed by Haddington created particular concern as it was perceived as an attack on the organisation’s Legal and Governance department. The Chairman and Chief Executive explained the nature of each of the three motions which had been submitted, the following points were noted: 2.1 Motion from Glasgow Hawks RFC The Chief Executive referred to the motion submitted by Glasgow Hawks RFC, seconded by Falkirk RFC and the accompanying rationale. The Chief Executive identified two parts to the motion: i) A request for transparency around allocation of Scottish Government grant and loan funding within Scottish Rugby. He confirmed that the Audit and Risk Committee had already discussed disclosure of this nature in relation to this information, and the Chief Executive did not have any concern with the requested information being made available. ii) A request for guarantees that Scottish Government funding was not used “directly or indirectly” to support the recruitment of non-Scottish qualified players. Whilst it was noted that it was very unlikely to be the intention of the proposing club, there were concerns that implementing the suggested guarantee could constitute direct or indirect discrimination under the Equality Act 2010. If so, any direction to act in this way would not only be unlawful, but also contrary to requirements set out by the Scottish Government that all funding must be allocated in accordance with all applicable laws. There was the potential for conflict with Scottish Rugby’s own policies in relation to inclusion and diversity, and World Rugby’s Code of Conduct. Further, conduct that was viewed to be discriminatory would risk damage to the reputations of both Scottish Rugby and member clubs. During discussion the following points were noted: • It was not clear from the motion whether or not the second part of the motion would only apply to players out with the UK (in which case the Equality Act might not apply). The lack of clarity would require interpretation of the law however it was noted that Scottish Rugby would not want to adopt any rule or regulation which was potentially discriminatory. • It was noted that it may be worth approaching the proposer of the motion to discuss the potential implication of the motion rather than the Board and/or Council amending it. It was highlighted that these conversations could be held with the proposing Club in tandem with seeking legal advice on the potential implications if passed. The legal advice would be made available to the Council upon receipt. Council Minute – 7 June 2021 FOR PUBLICATION The Council could then consider whether to propose an amendment to the motion once the advice had been considered. 2.2 Motion from Glasgow Hutchesons’ Aloysians RFC The Chief Executive then referred to the motion submitted by Glasgow Hutchesons’ Aloysians RFC, seconded by Hawick RFC and accompanying rationale. This motion sought to re-establish an inter-district championship and to redirect funds allocated to the Super 6 competition for these purposes. The Chief Executive noted that the Board and Council had no issue with the concept of an inter-district tournament, which had been discussed as part of the season structure consultation process but highlighted that it should not replace the Super6. He emphasised that the Super6 formed a vital part of the high-performance pathway and part of the strategy which had previously been approved by the Board and endorsed by the Council. It was further noted that Super 6 licence agreements were in place until the end of the 2023/24 season, so there would be potential legal issues in the Super6 competition terminating before those agreements came to an end. During discussion the following points were noted: • An inter-district tournament may give some players the opportunity to play at a higher level but that should not be at the expense of the high- performance pathway. • [SECTION REDACTED – COMMERCIALLY SENSITIVE]. The Glasgow North Representative highlighted that, as a Member of the Audit and Risk Committee, he believed the detail which would be included within the Annual Report would provide the clarity required to answer that issue. It was noted that external advice was being sought on the potential implications of the motion. The Board and Council could then consider whether to propose an amendment to the motion once the advice had been considered. 2.3 Motion from Haddington RFC The Chief Executive then referred to a third motion, proposed by Haddington RFC and seconded by Currie RFC and the accompanying rationale. This motion related to the Scottish Rugby’s Legal and Governance team/secretariat and required that the Council conduct a review on the “efficacy, efficiency and propriety” of the team, the potential for conflict where legal team members provided advice to various entities within the overall structure, and relative advantages and disadvantages of outsourcing the legal function to a third party. The Chief Executive expressed his extreme concern and disappointment at this motion. The Board was of the unanimous and firm view that it represented an unwarranted attack on legal personnel and should be resisted. Council Minute – 7 June 2021 FOR PUBLICATION During discussion the following points were noted: • It was noted that the motion demonstrated a lack of understanding of how the business worked. • The Chairman noted the effect this motion could have on members of staff and highlighted that it was unacceptable. He advised that the Chief People and Engagement Officer would seek be seeking independent legal advice on behalf of the Board and Council. The stance of the Board and Council would then need to be clearly communicated to the membership ahead of the AGM. • The Council noted that the motion had to be dealt with carefully and due process must be followed. The Chairman confirmed that independent legal advice would be obtained before any steps were taken. • It was highlighted that if the Clubs were aware of the costs involved in outsourcing the legal and secretariat functions they would not see that as an attractive alternative. • The President reiterated that he, and the Council, were delighted with the legal support supplied by the Legal and Governance team. • The employee- related aspects of the motion were highlighted and the Chief Executive confirmed that appropriate support would be provided to all staff concerned. • It was highlighted that if the motion had been submitted competently, it was the constitutional right of the proposer Club to do so but it was agreed that its content was deplorable. • The need for the Council and Board to be aligned in their stances to the motions was discussed and noted. • The Council noted that they were unanimously opposed to the Haddington RFC motion. It was confirmed that the Chief People and Engagement Officer would seek an external legal opinion on various aspects of the motion. Information should also be collated to demonstrate the significant cost savings and practical benefits of having an internal legal function rather than outsourcing to a third party. The Chief Executive and Chairman thanked the Council for their input and left the Meeting at 7.40pm. 3. Appointment of Trustees The President referred to the previous decision by the Council to elect the President, Vice-President and Midlands Representative as additional Trustees of the Scottish Rugby Trust. It was noted that since that decision it had been highlighted to him that there may be potential conflict in the President serving as a Director of Scottish Rugby Union Limited, a Council Member and a Trustee. Accordingly, he wished to raise the matter with the Council for their consideration.